Incorporation and LLC Formation

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The Brick Gentry Law Firm is here for you during these challenging times. We have temporarily moved to a virtual, technology-driven, remote work day for many of our attorneys and employees. Working with our IT team we have assured the security of our network and information exchange. We have also asked everyone to temporarily stop…

The Iowa Secretary of State sent out a Tweet on March 18, 2020 concerning filings and the closing of its office lobby until March 27, 2020. Fastrack filing procedures are still in process so corporate filings may still be conducted. As I have indicated, I have access to Fastrack filing access so I am able…

If you are looking for legal information involving a wide-range of issues relating to the Coronavirus pandemic, I encourage you to check out Coronavirus Legal Daily which is a Channel on the LexBlog Network. There are lawyers blogging on many topics from employment law to real estate lease agreements to insurance coverage issues and more.…

This post continues in a series of posts I am writing on franchise investing. The series of posts initiated with an article I read outlining what private equity investors like about franchising. Today, I want to touch on the  fourth “ingredient” of the Secret Sauce which is whether the franchise has sufficiently long operating…

This post continues in a series of posts I am writing on franchise investing. The series of posts initiated with an article I read outlining what private equity investors like about franchising. Today, I want to touch on the  third “ingredient” of the Secret Sauce which is whether the product or service has universal…

This post continues in a series of posts I am writing on franchise investing. The series of posts initiated with an article I read outlining what private equity investors like about franchising. Today, I want to touch on the second “ingredient” of the Secret Sauce which is whether the product or service is “on…

I recently posted on the Secret Sauce for Franchise Investing. The post features an article outlining what private equity investors like about franchises. Today, I want to touch on the first “ingredient” which is whether the franchise’s product is straight-forward and consistently replicated.

This is much harder than you may think for franchise…

For over twenty-five years now I have been reviewing franchise opportunities in one form or another. Unlike a lot of franchise lawyers, I represent both sides of the fence. I have helped business people start franchises and I have helped hundreds of franchisees review FDDs before buying franchise opportunities. Many years ago it seemed as…

I read an excellent article from the Franchise King, Joel Libava, that he wrote for the SBA website on what it takes to franchise your business. His article highlights various points including:

  • Validating the idea
  • Duplication
  • Creating a system
  • Legalities
  • Marketing and sales

We also had some Twitter discussion regarding the fees and royalties that…

There have been a series of changes over the past year in federal regulations that impact your old LLC operating agreement. Since I see on a regular basis operating agreements that do not incorporate the changes in the regulations, I thought I would mention a key change in this post. With the new regulations there is no longer a “tax matters partner” which you will see in most operating agreements. Instead, the LLC (partnership) must designate a Partnership Representative (the “PR”) who does not need to be a partner. The PR is similar to, but is different from, the tax matters partner. Formerly, the LLC/partnership was required to designate a tax matters partner to act as a liaison between the partnership and the IRS. That tax matters partner was required to be a general partner and could be an individual or an entity. The tax matters partner had the authority to bind the partnership, but not to bind other partners in the partnership. Also, a partner that was not the tax matters partner had rights during an examination, including certain notification rights and the right to participate in the proceeding.
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Continue Reading Review Your Old LLC Operating Agreement: No More Tax Matters Partner